8-K
SWK Holdings Corp (SWKHL)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report(Date of Earliest Event Reported): January 5,2022
SWK HOLDINGS
CORPORATION
(Exact Nameof the Registrant as Specified in Its Charter)
Delaware
(State orOther Jurisdiction of Incorporation)
| 001-39184 | 77-0435679 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 14755 Preston Road, Suite 105, Dallas, TX | 75254 |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 687-7250
(Registrant’sTelephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material<br> pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant<br> to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value <br><br>$0.001 per share | SWKH | The Nasdaq<br> Stock Market LLC |
| Preferred<br> Stock <br><br> Purchase Rights | SWKH | The Nasdaq<br> Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 7.01. | Regulation FD Disclosure. |
|---|
On January 5, 2022, SWK Holdings Corporation (“SWK” or the “Company”) issued a press release, attached as Exhibit 99.1, announcing the special committee of the Company’s board of directors (the “Special Committee”) has concluded its investigation of the non-binding proposal received from funds managed by Carlson Capital, L.P. (“Carlson Capital”) to acquire all shares of SWK not already owned by Carlson Capital. The Special Committee concluded that it would not be able to reach an agreement with Carlson Capital with respect to Carlson Capital’s latest $20.20 per share proposal based on other economic and non-economic terms and the Special Committee determined that it would dissolve.
The information in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01(d). | Financial Statements and Exhibits. |
|---|
See Exhibit Index immediately following the signature page
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SWK HOLDINGS CORPORATION | |
|---|---|
| By: | /s/<br> Winston L. Black III |
| Winston L. Black III | |
| Chief<br> Executive Officer |
Date: January 5, 2022
EXHIBIT INDEX
Exhibit 99.1
Special Committee Concludes Review ofNon-Binding Proposal from Carlson Capital
Dallas, TX, January 5, 2022 – SWK Holdings Corporation (Nasdaq: SWKH) (the “Company” or “SWK”) today announced that the special committee of the Company’s board of directors (the “Special Committee”) has concluded its investigation of the non-binding proposal received from funds managed by Carlson Capital, L.P. (“Carlson Capital”) to acquire all shares of SWK not already owned by Carlson Capital.
In connection with its review and consideration of Carlson Capital’s proposal, the Special Committee and its advisors entered into discussions with Carlson Capital and its advisors pursuant to which the Special Committee provided feedback to and exchanged counterproposals with Carlson Capital. As a result of these discussions, the Special Committee concluded that it would not be able to reach an agreement with Carlson Capital with respect to Carlson Capital’s latest $20.20 per share proposal based on other economic and non-economic terms and the Special Committee determined that it would dissolve.
The Company remains committed to focusing on and growing SWK’s core specialty finance business, consistent with the Company’s press release issued on November 1, 2021.
About SWK Holdings:
SWK Holdings Corporation is a specialized finance company with a focus on the global healthcare sector. SWK partners with ethical product marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create long-term value for both SWK’s business partners and its investors. SWK believes its financing structures achieve an optimal partnership for companies, institutions and inventors seeking capital for expansion or capital and estate planning by allowing its partners to monetize future cash flow with minimal dilution to their equity stakes. Additional information on the life science finance market is available on the Company’s website at www.swkhold.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plan,” “will,” “may,” “look forward,” “intend,” “guidance,” “future” or similar expressions are forward-looking statements. Because these statements reflect SWK’s current views, expectations and beliefs concerning future events, these forward-looking statements involve risks and uncertainties. Forward-looking statements in this press release include statements regarding Carlson Capital’s proposal. Investors should note that many factors, as more fully described under the caption “Risk Factors” and elsewhere in SWK’s Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission and as otherwise enumerated herein, could affect the Company’s future financial results and could cause actual results to differ materially from those expressed in such forward-looking statements. The forward-looking statements in this press release are qualified by these risk factors. These are factors that, individually or in the aggregate, could cause the Company’s actual results to differ materially from expected and historical results. You should not place undue reliance on any forward-looking statements, which speak only as of the date they are made. We assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.
For more information, please contact:
Jason Rando (Media)
Tiberend Strategic Advisors, Inc.
+1.212.375.2665
jrando@tiberend.com
Maureen McEnroe, CFA (Investors)
+1 212.375.2664
mmcenroe@tiberend.com